Yael Garten
LEVI STRAUSS &About Yael Garten
Yael Garten, age 46, is an independent director of Levi Strauss & Co. (LEVI) since 2020. She previously led AI/ML Data Science & Engineering at Apple (2017–2023), held Director of Data Science roles at LinkedIn (2011–2017), and was a Research Scientist and Text Mining Lead at Stanford School of Medicine. She brings deep expertise in data science, artificial intelligence, machine learning, and translating data into product and business strategy, and also serves on the Board of Directors of Fiverr International Ltd.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple, Inc. | Director, AI/ML Data Science & Engineering | Aug 2017 – Jun 2023 | Led AI/ML data science and engineering; scaled data-driven product strategy |
| LinkedIn Corporation | Director of Data Science; prior roles | Oct 2011 – Aug 2017 | Built data science capabilities impacting large-scale products |
| Stanford University School of Medicine | Research Scientist and Text Mining Lead | Pre-2011 | Applied NLP/text mining to biomedical problems |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiverr International Ltd. | Director | Not disclosed | Board member; specific committee roles not disclosed |
Board Governance
- Independence: Board determined all directors are independent, except the CEO; Garten is independent.
- Class and term: Class II; current term ends at the 2027 annual meeting.
- Committee assignments: Audit Committee; Nominating, Governance & Corporate Citizenship Committee.
- Attendance: Board met six times in FY2024; each director attended ≥75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting.
- Board leadership: Independent Board Chair; executive sessions of non-management directors at every Board meeting.
| Governance Item | Detail |
|---|---|
| Committees | Audit; Nominating, Governance & Corporate Citizenship |
| Committee meeting counts (FY2024) | Audit: 6; Nominating/Governance: 5 |
| Independence | Independent director (non-employee) |
| Attendance | ≥75% for all directors; 6 Board meetings; 2024 annual meeting attended by all |
| Board leadership | Independent Chair; executive sessions each meeting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for non-employee directors (FY2024) |
| Annual Equity Award (RSUs) | $155,000 | Granted under 2019 EIP (FY2024); increased to $175,000 starting FY2025 |
| Committee Chair Fees | Audit: $25,000; Comp: $20,000; Finance: $15,000; Nominating/Gov: $15,000 | Paid to committee chairs; Garten is not disclosed as a chair |
| Board Chair Additional Retainer | $200,000 (50% cash / 50% RSUs) | Applies to Chair; not applicable to Garten |
Director-specific FY2024 compensation:
| Name | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| Yael Garten | $100,000 | $164,838 | $9,147 (incl. dividend equivalents $6,217; charitable matches $2,930) | $273,985 |
Performance Compensation
- Non-employee directors receive annual RSU grants that vest time-based; they do not have director-level performance metrics or options in the director program. RSUs generally vest in full upon the earlier of the day before the next annual meeting or one year from grant, with delivery deferred until six months post Board service. Dividend equivalents accrue on RSUs per EIP terms.
- No performance-based equity for directors is disclosed; therefore, no AIP, PRSU, or option-based performance metrics apply to Garten’s director compensation.
| Performance Metric | Applicability to Directors | Details |
|---|---|---|
| AIP (Adjusted EBIT, Net Revenue, CCC) | Not applicable | AIP applies to executives; director compensation is retainer + RSUs |
| PRSUs/TSR/ROIC | Not applicable | PRSUs apply to executives; directors receive time-based RSUs |
| Options/SARs | Not applicable | Director program specifies RSUs; no director options disclosed |
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| Fiverr International Ltd. | Director | No LEVI-related related-party transactions disclosed; no interlocks with LEVI competitors/suppliers identified in proxy. |
Expertise & Qualifications
- Core expertise: Data science, AI/ML, product strategy at global scale.
- Board skills matrix emphasis: Digital/Technology/Data Science/Cybersecurity expertise (aligned with LS&Co. skills needs).
- Strategic value: Translating data into actionable strategy for digital/omnichannel initiatives.
Equity Ownership
| Metric | As of Feb 1, 2025 | As of Nov 4, 2025 | Notes |
|---|---|---|---|
| Beneficial Ownership – Class A Shares | 36,917 (less than 1% of outstanding) | 60,473 shares post-transaction per Form 4 | Increase reflects ongoing RSU awards/dividend equivalents |
| Class B Shares | None | None | |
| Aggregate Outstanding RSUs (vested deferred + unvested) | 11,451 | Not disclosed in Form 4 | RSUs subject to deferral features |
| Pledged Shares | None; pledging prohibited by Insider Trading Policy | None | Hedging and pledging prohibited |
| Stock Ownership Guidelines | 5x annual retainer ($500,000) within 5 years; all directors in compliance as of Dec 1, 2024 | — | Alignment with shareholder interests |
Selected Form 4 position progression:
| Transaction Date | Filing Date | Securities Owned After | Type | Source |
|---|---|---|---|---|
| Feb 23, 2023 | Feb 27, 2023 | 29,764 | Award (A) | |
| Apr 19, 2023 | Apr 21, 2023 | 40,015 | Award (A) | |
| Apr 24, 2024 | Apr 26, 2024 | 48,143 | Award (A) | |
| Apr 23, 2025 | Apr 25, 2025 | 60,140 | Award (A) | |
| Nov 4, 2025 | Nov 6, 2025 | 60,473 | Award (A) |
Governance Assessment
- Independence and committees: Strong independence with dual membership on Audit and Nominating/Governance—key for financial oversight, risk, and board composition. Audit met 6 times; Nominating/Governance met 5 times in FY2024, indicating active engagement.
- Attendance: Board held 6 meetings; each director attended ≥75%, supporting engagement quality; all directors attended the 2024 annual meeting.
- Ownership alignment: Meaningful and increasing Class A share holdings via RSU awards and dividend equivalents, no hedging/pledging permitted; director stock ownership guideline compliance achieved.
- Director pay mix: Cash retainer plus annual RSUs; no performance-based director awards, limiting pay-for-performance signaling at the director level but standard for U.S. boards; RSU deferral until six months post-service promotes long-term alignment.
- Conflicts/related-party exposure: Company reports no related party transactions over $120,000 in FY2024; formal related-party policy requires committee review/approval. No transactions involving Garten disclosed.
- Company-wide governance signals: Clawback policy (NYSE-compliant) adopted; hedging/pledging prohibited; majority independent Board with independent Chair—favorable governance posture.
- Shareholder sentiment: 2025 say-on-pay passed with ~2.77B votes for; ratification of auditor passed; DEI cessation proposal defeated—indicates broad investor support of governance and compensation framework.
RED FLAGS
- None disclosed for Garten regarding related-party transactions, low attendance, hedging/pledging, or compensation anomalies. Policies explicitly prohibit hedging and pledging; no director-specific red flags reported.
Director Compensation and Ownership Details
| Item | Detail |
|---|---|
| FY2024 Director Compensation – Yael Garten | $100,000 cash; $164,838 stock awards; $9,147 other; total $273,985 |
| Annual Director RSU Program | $155,000 (FY2024) time-based RSUs; $175,000 starting FY2025; dividend equivalents accrue; deferral until six months after Board service ends |
| Outstanding RSUs (as of Dec 1, 2024) | 11,451 units |
| Beneficial Ownership (Feb 1, 2025) | 36,917 Class A shares; <1% |
| Insider Position (latest Form 4) | 60,473 Class A shares after Nov 4, 2025 award |
Committee Structure Context (for effectiveness)
- Audit Committee independence and financial literacy affirmed; two members designated “audit committee financial experts.” The committee oversees financial reporting integrity, controls, auditor independence, IT/cyber risks, and ethics issues—central to investor confidence.
- Nominating/Governance Committee oversees board composition, governance guidelines, self-evaluations, onboarding/education, and corporate citizenship/sustainability oversight—supports board quality and responsiveness.
Say-on-Pay & Shareholder Feedback
| Proposal (2025 AGM) | Result |
|---|---|
| Advisory vote on executive compensation | For: 2,772,266,686; Against: 5,001,835; Abstain: 167,788; Broker Non-Votes: 16,504,027 |
| Auditor ratification | For: 2,786,067,550; Against: 7,726,830; Abstain: 145,956 |
| Shareholder proposal to cease DEI efforts | Against: 2,771,499,827; For: 5,671,529; Abstain: 264,953 |
Notes on Policies Relevant to Alignment
- Insider Trading Policy bans hedging and pledging; directors must pre-clear trades.
- Clawback policy (amended Oct 2023) mandates recovery of erroneously awarded incentive compensation after accounting restatements, regardless of misconduct.
- Director stock ownership guidelines: 5x retainer ($500,000) within five years; all directors compliant as of Dec 1, 2024.
Summary Implications
- Garten’s independent status, dual committee roles, and data science expertise strengthen board oversight in financial reporting and governance, supportive of LS&Co.’s DTC and digital ambitions.
- Her increasing equity stake and deferral features indicate alignment, with no hedging/pledging allowed—positive for investor confidence.
- No conflicts or related-party exposures disclosed; robust governance policies (clawback, independent chair, executive sessions) present low governance risk and strong board effectiveness signals.